Samsara Inc.
For the period ended May 3, 2025. Filed Jun 10, 2025.
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May 3, 2025 · Filed Jun 10, 2025
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Item 5. Other Information
Appointment of Principal Accounting Officer
We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers):
On June 4, 2025, the Company’s Board of Directors appointed Mr. Ben Kirchhoff, the Company’s Senior Vice President and Chief Accounting Officer, as the Company’s principal accounting officer, effective June 11, 2025 (the “Effective Date”). Following the Effective Date, Mr. Dominic Phillips, the Company’s Executive Vice President and Chief Financial Officer, will cease to serve as its principal accounting officer, but will remain in his role as principal financial officer.
Mr. Kirchhoff, age 50, most recently served as Chief Accounting Officer of Rippling, a technology company, leading the company’s accounting functions from March 2023 to May 2025. Mr. Kirchhoff previously was at Stripe from June 2019 to March 2023, where he served most recently as the Worldwide Controller, and prior to that, he served in various accounting leadership positions at Amazon. Before joining Amazon, Mr. Kirchhoff spent 15 years at Deloitte & Touche LLP. Mr. Kirchhoff holds a Bachelor of Science in Business Administration and a Master of Accountancy from University of North Carolina at Chapel Hill and is a certified public accountant in North Carolina.
Mr. Kirchhoff has entered into a contract of employment with Samsara, pursuant to which he will receive an annual base salary of $393,000 and be eligible to receive a performance bonus of up to $157,200 annually. Mr. Kirchhoff will also receive a restricted stock unit award valued at $4,165,000, which will vest in equal quarterly installments over four years, subject to his continued employment.
In connection with his appointment as principal accounting officer, Samsara expects to enter into its form of indemnification agreement with Mr. Kirchhoff. Mr. Kirchhoff is eligible to participate in the Company’s Executive Change in Control and Severance Plan, which may provide severance benefits to Mr. Kirchhoff in the event that he is terminated without cause in connection, or not in connection, with a change of control.
Mr. Kirchhoff has no family relationships with any director, executive officer, or person nominated or chosen by Samsara to become a director or executive officer of Samsara. Mr. Kirchhoff is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Rule 10b5-1 Trading Arrangements
On March 28, 2025, Adam Eltoukhy, our Executive Vice President, Chief Legal Officer and Corporate Secretary, modified an existing trading plan, which was originally adopted on September 20, 2024 and was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). For additional details about the material terms of this trading plan, refer to the description under the heading “Rule 10b5-1 Trading Arrangements” contained in Part II, Item 5. Other Information of our Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, which is incorporated herein by reference. The modified trading plan provides for the sale of up to 154,557 shares of our Class A common stock (less any shares withheld by us or separately sold by a broker to generate funds to cover the withholding taxes associated with the vesting of his Samsara equity awards). The modified trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and will terminate on June 26, 2026, subject to early termination for certain specified events set forth in the plan.
On March 31, 2025, James Andrew Munk, ourformer Chief Accounting Officer, terminated an existing trading plan, which was originally adopted on September 25, 2024 and was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). For additional details about the material terms of this trading plan, refer to the description under the heading “Rule 10b5-1 Trading Arrangements” contained in Part II, Item 5. Other Information of our Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, which is incorporated herein by reference.
During the quarterly period ended May 3, 2025, no other director or officer, as defined in Rule 16a-1(f), adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K, Item 408.
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